Exhibit 10.9
CONSULTING AGREEMENT
The undersigned parties hereby agree that IGENE
Biotechnology, Inc. ("IGENE") shall employ Xxxxxx X. Xxxxxx
("Consultant") upon the terms and conditions hereinafter stated
to provide consulting services and assistances in the following
areas:
1). To secure for Igene a manufacturing partner for the
production of AstaXin(R).
2). To coordinate and monitor the startup of the business
relationship with said manufacturing partner for at least
two years.
3). To provide other advisory services to the Board of
Directors of Igene from time to time, as the Board might
designate and as might be considered, by both parties
hereto, as appropriate within the scope of this consulting
relationship.
The work to be performed by Consultant shall consist of
such tasks as may be mutually agreed. Services to be provided
shall in all cases by provided in accordance with guidelines
established by IGENE. The Consultant shall have no authority to
commit Igene to any specific project, operation, or obligation.
The term of this Agreement shall commence on April 15, 2002
and shall terminate on April 15, 2004. Pursuant to this
Agreement the Consultant shall receive compensation for services
rendered in the form of 12,000,000 unregistered shares of Igene
Common Stock. Consultant shall be also entitled to
reimbursement for reasonable traveling expenses incurred in
performing services for IGENE if such travel expenses have been
approved in advance as appropriate for reimbursement by an
officer of IGENE. Reimbursement shall normally be made within
(15) days after presentation of an itemized invoice for such
expenses with appropriate receipts or other evidence of payment
of such expenses attached thereto. Consultant shall be
responsible for all other expenses incurred by Consultant in
performing services, except for telephone calls made in the
course of work done for IGENE.
During the term of this Agreement, Consultant shall be
deemed to be an independent contractor and shall not for any
purposes be deemed to be an employee of IGENE. In performing
services hereunder, Consultant shall also not enter into any
contract on behalf of IGENE or otherwise attempt to commit IGENE
to any contractual agreement without IGENE's express written
approval.
During the term of this Agreement, Consultant acknowledges
that he may obtain access to information of IGENE which is
confidential and proprietary to IGENE, including but not limited
to information concerning new products and processes, processes
and products under development, other technological innovations,
manufacturing and marketing. Such written information shall be
clearly marked as confidential. Oral disclosures of a
proprietary nature will be summarized in writing and marked
confidential. Consultant may also develop information for IGENE
which has value because of its confidentiality. Consultant
agrees that all of such information which Consultant learns of,
conceives or reduces to practice in connection with or as a
result of his employment hereunder is and shall remain the
property solely of IGENE and Consultant will not disclose such
information to any third parties or use or assist or allow any
third parties to use such information for the benefit of any
party other than IGENE with out IGENE's prior written consent,
both during the term of this Agreement and after termination or
expiration of the Agreement, so long as any of such information
remains confidential. Consultant further agrees that upon
termination or expiration of this Agreement, Consultant will
provide a list of all contacts made by Consultant on Behalf of
IGENE and will return to IGENE all documents, writings,
illustrations, and other such materials produced by him or
coming into his possession by or through his employment with
IGENE and agrees that all such materials are at all times
IGENE's property. Consultant further agrees to refrain from
consulting with any other company besides IGENE concerning the
production of astaxanthin during and for a period of five (5)
years following termination or expiration of this Agreement.
This Agreement contains the entire understanding between
the parties hereto and supersedes all other oral and
written agreements or understandings between them. No
modification or addition hereto or waiver or cancellation
of any terms hereof shall be valid unless made in writing
signed by the party against whom such modification is sought to
be enforced.
This Agreement shall be deemed to be made in and
enforceable in accordance with the laws of the State of Maryland.
IN WITNESS WHEREOF, the undersigned parties have executed
this Agreement as of the 21st day of August, 2002.
CONSULTANT IGENE BIOTECHNOLOGY, INC.
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxx
____________________ _________________________
Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx
Chairman of the Board
of Directors
